Financial Statements

Transcription

1 Financial Statements

2 80 COMPTEL

3 Contents 2 Personnel 3 Corporate Governance 6 Corporate Executives 8 Board of Directors 10 Report of the Board of Directors Financial Statements 18 Consolidated Income Statement 19 Consolidated Balance Sheet 20 Consolidated Statement of Cash Flows 21 Consolidated Statement of Changes in Equity 22 Notes to the Consolidated Financial Statements 54 Key Figures 55 Definitions of Key Figures 56 Parent Company Income Statement, FAS 57 Parent Company Balance Sheet, FAS 58 Parent Company Statement of Cash Flows, FAS 59 Notes to the Financial Statements of the Parent Company, FAS 69 Proposal for the Disribution of Parent Company Profit 70 Shares and Shareholders 75 Auditors Report 76 Shareholder Information 76 Annual Summary COMPTEL 1

4 Personnel Comptel is an international expert organisation with personnel working in over 20 offices in different parts of the world. During the year 2008, Comptel employed an average of 606 persons and at the year end the personnel numbered Education levels of employees % Employees working at year end Finland 46% 60% Norway 14% 18% Malaysia 15% 10% Great Britain 11% 1% Other countries 14% 11% Average age of the employees 38 years 38 years Average seniority of employees 6.0 years 6.7 years University degree Polytechnics High school /Vocational education Others Age distribution of employees % Personnel breakdown by function, 31 Dec % administration Personnel by market area, 31 Dec % 3% administra % 32% 39% sales research customer service 20% 73% sales research customer s >60 years Customer service Research, development and product management Sales and marketing Administration and internal service Europe Asia-Pacific Americas Middle East and Africa Gender distribution % Service time of employees % < years Men Women COMPTEL

5 Corporate Governance As a Finnish public listed company, Comptel s corporate governance as well as related disclosure practices are based on Finnish corporate, accounting and securities markets laws and the rules of the NASDAQ OMX Helsinki. Comptel provides information on its corporate governance in accordance with the Corporate Governance Recommendation issued by the Helsinki Stock Exchange, the Central Chamber of Commerce of Finland, and the Confederation of Finnish Industry and Employers in As of the year 2009, Comptel will comply with the Finnish Corporate Governance Code, issued by Securities Market Association on October Administrative bodies The highest decision-making bodies in Comptel Corporation are shareholders at the General Meeting, the Board of Directors, and the President and CEO of the Group. General Meeting The highest decision-making power in Comptel Corporation is vested in the General Meeting. In the General Meeting, shareholders decide on the adoption of the financial statements; the use of the profit shown in the balance sheet; the discharge from liability of the members of the Board of Directors and the Managing Director; the number of Board members and the remuneration paid to the Board members and auditors. The General Meeting elects the members to the Board of Directors as well as the company s auditors, deputy auditors and public accounting firm whenever necessary. In addition, any other business mentioned in the notice of the meeting is dealt with during the General Meeting. The General Meeting of Comptel Corporation is summoned by the company s Board of Directors. According to the company s Articles of Association, the Annual General Meeting must be held each year before the end of June, on a date set by the Board. The Annual General Meeting 2008 of Comptel Corporation was held in Helsinki on 19 March Board of Directors Duties and responsibilities The duties and responsibilities of the Board of Directors are primarily defined by the Finnish Companies Act and the Articles of Association of the Comptel Corporation. The Board of Directors controls and supervises the operative management of the company. The Board of Directors confirms the Group s strategy, budget, corporate structure, major corporate arrangements and investments. Furthermore, the Board of Directors approves and confirms the principles of risk management, appoints and discharges the President and CEO, and decides on the terms and conditions of the employment of the President and CEO. During the year 2008 the Board of Directors has evaluated its performance in accordance with the Corporate Governance Recommendation. As a general rule, the Board of Directors convenes once a month, and additionally whenever necessary. In 2008 the Board of Directors convened 16 times (2007: 13). The average attendance of the members was 99 per cent (99). The Compensation Committee of the Board, consisting of three members, convened four times (three). The Board s Audit Committee, consisting of three members, convened four times (six). In addition, the working committees of the Board convened eight times. Members of the Board of Directors As specified in the Articles of Association, the Board of Directors elects a minimum of three and a maximum of six members for one year at a time so that the term of office of all Board members ends at the close of the Annual General Meeting after the elections. The Board of Directors elects a chairman and a deputy chairman from among its members. Board of Directors in 2008 The Annual General Meeting held on 19 March 2008 appointed five members to Comptel Corporation s Board of Directors. Mr. Timo Kotilainen, Mr. Juhani Lassila, Mr. Matti Mustaniemi, Mr. Olli Riikkala and Mr. Hannu Vaajoensuu were re-appointed. In its organising meeting held after the Annual General Meeting, the Board of Directors re-elected Mr. Olli Riikkala as the chairman and Mr. Hannu Vaajoensuu as the vice chairman. The term of office of the Board members elected by the Annual General Meeting will end at the Shareholders Annual General Meeting on 16 March Mr. Sami Ahonen, Head of Legal Affairs at the Comptel Corporation, served as the secretary for the Board of Directors in Committees There are two permanent committees in the Board of Directors: the Audit Committee and the Compensation Committee. Whenever needed, the Board has also set temporary working committees to prepare subjects for the Board. The Audit Committee is the Board of Directors preparation body which concentrates on the company s financial reporting and supervising. Mr. Matti Mustaniemi acted as Chairman of the audit committee until 18 June 2008, and Mr. Juhani Lassila thereafter. Also Mr. Hannu Vaajoensuu is a member of the audit committee. The Compensation Committee is the Board s preparation body which assists the Board of Directors in subjects related to the terms and conditions of employment and compensation of the top management. The chairman of the committee is Mr. Olli Riikkala and the members are Mr. Timo Kotilainen and Mr. Hannu Vaajoensuu. Independence of the Board members All members of the Board of Directors are independent in accordance with the Corporate Governance Recommendation. Compensation paid to Board members The Annual General Meeting confirms the compensations to be paid to the members of the Board of Directors. According to a resolution of the Annual General Meeting held on 19 March 2008, the members of the Board have been compensated as follows: Chairman 53,000 euros per year Vice chairman 33,000 euros per year COMPTEL 3

6 Members 26,000 euros per year Attendance allowance 500 euros per meeting; and For committee meetings, 600 euros per meeting for the chairman and 500 euros per meeting for the members. Out of the annual compensation paid to the Board members, 40 per cent of the total gross compensation amount was used to dispose Comptel s own shares. The shares were disposed on 31 March President and CEO The President and CEO is appointed by the Board of Directors. The Board of Directors decides on the terms and conditions of the CEO s employment, including the salary, other compensations and fringe benefits that are defined in the CEO s contract of employment. The CEO is responsible for ensuring that the objectives, strategy, plans, outlines and goals set by the Board of Directors are realised and achieved in the Comptel Group. The CEO prepares the issues to be decided by the Board of Directors and executes the decisions made. Comptel Corporation s President and CEO in 2008 was Mr. Sami Erviö. The Deputy CEO was Mr. Harri Palviainen, Executive Vice President. The retirement age of President and CEO Erviö has been agreed at 62 years. The CEO s period of notice is six months if dismissed by the company and two months if the CEO resigns. In a case of termination of the employment relationship by the company, the compensation payable on the basis of termination comprises an amount equal to a salary of 15 months less the salary for the period of notice. Corporate Executives The duty of the Corporate Executives is to assist the President and CEO. Corporate Executives include the directors of the business units and the units supporting business operations. As of January 2009, the Corporate Executives are the business area leaders Mr. Harri Palviainen (Europe), Mr. Youssef Kermoury (Middle East and Africa), Mr. Mika Korpinen (Asia-Pacific) and Mr. Ricardo Carreon (Americas), Mr. Minesh Patel responsible for Alliances and Sales Development, Ms. Arnhild Schia responsible for Strategic Marketing, Mr. Simo Sääskilahti responsible for Products and Solutions, Mr. Gareth Senior, CTO, Mr. Veli Matti Salmenkylä, CFO responsible for Administration, Ms. Niina Pesonen, responsible for Human Resources, and Mr. Markku Järvenpää responsible for Global Operations Support. In 2008, the Group had an Executive Board, which convened 11 times (11). Management of business operations The management of business operations in Comptel is based on the operations of the profit and cost units. The subsidiaries and affiliated companies of Comptel Corporation operate within the respective business areas. The Corporate Executives are responsible for integrating the activities of the Group and its parts into an operating plan associated with the annual budget to implement the Group s strategy. During the year, the results of the operations relative to the budget and operating plan are reported monthly, and the causes of any deviations as well as the measures taken to correct them are properly documented. Incentive systems Comptel strives to develop its incentive systems so that they motivate the company s management and personnel to achieve the set business goals. The incentive systems include result-based bonus schemes and share option schemes as well as a share-based incentive program for the key personnel. Possible profits from the program depend on the development of the Group s net sales and operating profit. Internal control and risk management The Board of Directors of Comptel Corporation has confirmed the principles of internal control used in the Group. The objective with the internal control is to ensure that the business of the company is effective and profitable, the prepared financial information is reliable, and the company complies with all necessary provisions and policies. Control takes place in all units and at all levels of the organisation. The control actions include, for example, reporting, approval methods and compliance with the policies. Risk management is an important part of Comptel s internal control. Risk management refers to a systematic process to identify, evaluate and control risks due to issues outside of the Group and risks arising from the Group s activity. The Board of Directors has ratified the principles of risk management defining the risk management objectives and general practices, and also the tasks and responsibilities connected with the risk management. The Chief Financial Officer is in charge of risk management coordination in the Group. As a general rule, the business organisation is responsible for identification and management of any and all risks that have an impact on their operations. Risk evaluation and management are an important part of the Group s annual business planning and strategy process, the decision-making process connected with commercial offers, agreements and investments, and other operative activities. The risk management monitoring system is based on monthly reports that are used to track the development of financial position, net sales, profitability, orders, deliveries, trade receivables, order backlog and order flow, which in turn enable monitoring the development of the results of the entire Group. The monthly internal reporting is carried out by business areas during the meetings of the Corporate Executives and in the audits of the Group s support functions. In its normal business, Comptel is subjected mostly to strategic, financing and operative risks. The Comptel risk management system aims at minimising the detrimental impacts of risks in the Group s profit. Comptel has valid and proper insurance coverage. The required insurance coverage amount is annually defined. Comptel s business risks are described more in detail in Report of the Board of Directors and financial risks in Note 26 of the financial statements. 4 COMPTEL

7 Auditing The purpose of auditing is to ensure that the financial statements give correct and sufficient information about the Group s result and financial position during the financial period. In addition, the auditors report to the Board of Directors on the ongoing audit of the administration and functions. For the financial year 2008, the fees paid for the auditors of Comptel Group totalled at 402,000 euros (429,000) of which the fees from auditing services were 97,000 euros (86,000). The fees paid to the auditing companies for non-audit services such as tax-advisory, IFRS consultancy and training services were 305,000 euros (343,000). Insiders Comptel complies with the insider guidelines of NASDAQ OMX Helsinki. In accordance with the Securities Market Act, Comptel maintains a register containing information on the so-called insiders with the duty to declare in the SIRE system of Euroclear Finland Ltd. Insiders comprise permanent insiders and project-specific insiders. At the end of 2008 there were 14 insiders with the duty to declare (16) and 84 company-specific permanent insiders (65). The insiders with the duty to declare include the members of the Board of Directors, the President and CEO, the Corporate Executives and the Principal Auditor. Comptel s insiders are obliged to comply with the so-called closed window rule which starts three weeks prior to the announcement of an interim report and financial statements and ends 24 hours after the announcement of such. Comptel has ceased to apply the open window rule. An updated list of insiders with the duty to declare and their share and option holdings in Comptel Corporation is available on the company s website at Holding of shares and share options on 31 Dec 2008 Number of shares Options 2006A Options 2006B Options 2006C Options total Member of the Board Kotilainen Timo 22, Lassila Juhani 17, Mustaniemi Matti 21, Riikkala Olli 53, Vaajoensuu Hannu 30, CEO Erviö Sami 88,150 70,000 70,000 70, ,000 Executive Board Järvenpää Markku 23,117 10,000 10,000 10,000 30,000 Palviainen Harri 30,263 10,000 10,000 10,000 30,000 Pesonen Niina ,000 10,000 Salmenkylä Veli Matti 7, ,000 10,000 20,000 Schia Arnhild 27,211 10,000 10,000 10,000 30,000 Senior Gareth 0 0 6,000 4,000 10,000 Sääskilahti Simo 30,263 10,000 10,000 10,000 30,000 COMPTEL 5

8 Corporate Executives As of January 2009 Harri Palviainen Arnhild Schia Sami Erviö Niina Pesonen Sami Erviö President and CEO Born in 1962, M.Sc. (Engineering), MBA, President and CEO of Comptel since Has previously held several specialist and senior management positions in Instrumentarium such as marketing, sales and R&D in Datex-Ohmeda division of Instrumentarium Corporation. Has worked as the Business Development Director of Instrumentarium Corporation. His last positions were the Managing Director of Instrumentarium s subsidiary Deio, which provides IT systems for healthcare, and General Electric s European Integration Director for Instrumentarium. Harri Palviainen Executive Vice President, Europe, Deputy CEO Born in 1968, M.Sc. (Computer Science). Joined Comptel in Has previously worked as Executive Vice President of the area of North and East Europe, Middle East and Africa and Customer Specific Solutions, as Head of Network Inventory Business, as Head of Customer Services and as Head of R&D. Before joining Comptel worked as Chief Technology Officer at Satama Interactive and as Head of the development unit at Elisa Communications research centre Ricardo Carreon Senior Vice President, Americas Born in 1968, Computer Science Engineering degree. Joined Comptel in Has previously worked as General Manager for Latin America at Intel Corporation and hold several sales and marketing positions in Mexico and Latin America. Has also worked for Maxcom Telecommunications, Novell and Digital Equipment Corporation. Markku Järvenpää Senior Vice President, Global Operations Support Born in 1958, M.Sc. (Engineering). Joined Comptel in Has previously worked as Head of Customer Services and Tecnology, as Head of EDB Telecom integration, as head of Provisioning Business and as IT Manager. Before joining Comptel worked as IT Manager in Oy Suomen Michelin Ab and , as Project Manager in international IT project in Michelin SA, Switzerland. Youssef Kermoury Senior Vice President, Middle East and Africa Born in 1970, B.Sc. (Computer Science) Joined Comptel in Has previously worked as Head of Global Services and Regions, as Head of Technical Consultation and Training Services, as Head of Consultation Services and as Head of Customer Services APAC. Mika Korpinen Senior Vice President, Asia-Pacific Born in 1961, Engineer of Telecommunications. Joined Comptel in Has previously worked as Head of Asia-Pacific region, as Head of Hong Kong office and as Sales Director of North Asia. Before joining 6 COMPTEL

9 Markku Järvenpää Gareth Senior Veli Matti Salmenkylä Simo Sääskilahti The persons who joined the corporate management in January 2009 are absent from the picture. Comptel has worked as Senior Manager at Elcoteq Asia Ltd. in Hong Kong and as General Manager of Tecnomen in Hong Kong Minesh Patel Senior Vice President, Global Alliances & Sales Development Born in 1964, Honours Degree in Chemistry & Biochemistry. Joined Comptel in Has previously worked in Axiom Systems as Executive Vice President of world wide operations Has also worked at Micromuse (IBM) and at Application & T elecoms Division of Oracle in Niina Pesonen Senior Vice President, Human Resources Born in 1965, M.Sc. (Social and Behavioral). Joined Comptel in Has previously held several HR management and development positions in Nokia Her last positions were Business HR Director for the Delivery Operations of Nokia Networks and HR Head for North East Region in Nokia Siemens Networks. Veli Matti Salmenkylä CFO, Administration (until 15 March 2009) Born in 1960, M.Sc. (Engineering). Joined Comptel in Has previously worked as Managing Director at Pretax City Oy Has also worked at HEX Group as Executive Vice President , as CFO and as Vice President Arnhild Schia Senior Vice President, Strategic Marketing Born in 1963, holds a Master Degree in Computer Science and 3-years diploma of Business Management. Joined Comptel in Has previously worked as Head of South and West Europe, Asia-Pacific and Americas and as Head of Market Development. Before joining Comptel worked as President and CEO of EDB Telecom AS, President and CEO of Incatel AS, EVP of Telesciences Inc. Gareth Senior CTO Born in 1970, joined Comptel in Has previosly worked at Axiom Systems in , as CEO in and as CTO in Has 20 years IT development experiences, 15 years of which were spent working directly for National Carriers with a focus on Service Fulfillment. Simo Sääskilahti Senior Vice President, Products and Solutions Born in 1971, M.Sc. (Engineering Physics) and M.Sc. (Economics). Joined Comptel in Has previously worked as Head of Convergent Charging Business, as CFO and as Corporate Planning Manager. Before joining Comptel worked as Management Consultant at McKinsey & Company. COMPTEL 7

10 Board of Directors Juhani Lassila Olli Riikkala Olli Riikkala Chairman of the Board M.Sc. (Eng), MBA, born in 1951 Professional experience GE Healthcare Senior Advisor, GE Senior Executive, CEO GEMS/IT Europe, Middle East and Africa, Instrumentarium Corporation Member of the Board of Directors, President and CEO, Executive VP, Executive Director, Health Care Group, Various managerial positions in Board memberships Tietoenator Oyj, Vice Chairman of the Board, 2008, Member 2004 Helvar Oy Ab, Chairman of the Board, 2007 Fastems Oy Ab, Chairman of the Board, 2007 Oriola-KD Corporation, Chairman of the Board, 2006 PaloDEx Group, Chairman of the Board, 2005 PaloDEx Holding, Chairman of the Board, 2005 Instrumentarium Scientific Foundation, Member, 2004 Helvar Merca Oy Ab, Chairman of the Board 2004, Member 1999 Biomedicum Foundation, Member, 2000 HYKS-Instituutti Oy, Member, 2000 Appointed into the Finnish Academy of Technology, 2002 Hannu Vaajoensuu Vice Chairman of the Board M.Sc. (Econ), born in 1961 Professional experience BasWare Corporation CEO, Partner, Executive Director, Consulting Director, Consultant, Execuplan Oy Software Specialist, Board memberships BasWare Corporation, Full-time Chairman, 2005, Member of the board in BasWare foreign subsidiaries, 1990 Efecte Corp., Chairman of the Board 2008, Member 2005 Profit Software Oy, Chairman of the Board, 2008 Biocomputing Platforms Ltd Oy, Member, 2008 Festum eservices Oy, Chairman of the Board, 2007 Timo Kotilainen Member M.Sc. (Eng), born in 1959 Professional experience Nixu Oy Managing Director, 2006 Nokia Networks Vice President, Head of the EMEA Customer Business Team, Director, Head of the Nordic Customer Business Team, Director, Mobile Internet Applications, Head of the Marketing and Sales, Sales Director and General Manager, South Europe, Sales Director and General Manager, North Europe, Account Manager, Finland, COMPTEL

11 Timo Kotilainen Matti Mustaniemi Hannu Vaajoensuu Hewlett-Packard Oy Account Manager, Solid Information Technology Sales Manager, Proha Oyj Consultant, Board memberships Finngulf Yachts Oy, Deputy Member, 2006 Juhani Lassila Member M.Sc. (Econ), born in 1962 Professional experience Agros Oy Managing Director, 2005 GE Healthcare Finance integration leader for Instrumentarium Corporation and GEMS/IT, Instrumentarium Corporation Director of Group Finance and Group Treasury, Group Treasurer, Postipankki Oy Financial analyst, Instrumentarium Corporation Investment Analyst, Board memberships Lassila & Tikanoja, Vice Chairman of the Board, 2007, Member, 2001 Suominen Yhtymä Oy, Member, 2005 Evald and Hilda Nissi Foundation, Chairman of the Board, 2003 Matti Mustaniemi Member MBA (Finance), born in 1952 Professional experience Halti Oy Managing Director, 2008 Tempo CSF Oy Partner, 2006 Wihuri Group President & CEO, Executive Vice President and Deputy CEO, Vice President, Finance & CFO, Wilson Sporting Goods Co (Amer Group) Vice President, Financial Management & Systems and Treasurer, Vice President, Finance, Aspo Group Director of Finance, MPS Enterprises Ltd Director of Finance, Sanoma Corporation Manager of Accounting and Systems, Internal Controller, Board memberships Tempo Group Oy, Member of the Board, 2007 Tempo CSF Oy, Chairman of the Board, 2006 Petromaa Oy, Chairman of the Board, 2006 SRV Group, Member, 2005 Isamot Capital Oy, Deputy Member 2005 Astrum Invest Oy, Member, Managing Director 2004 COMPTEL 9

12 Report of the Board of Directors for Net sales and operating profit EUR million / % of net sales Earnings per share EUR Del dolorum To delirium Market development Comptel operates globally in the telecom OSS (Operations Support System) markets. Del dolorum The transition in business environment of telecom operators and service To delirium providers continued. Networks and services are migrating towards IP-based solutions. The convergence of fixed and mobile technologies and services, as well as the increasing role of system integrators create new business models for operators. They respond to competition by seeking new sources of revenue and by reducing non-core costs. As part of cost cutting, operators are outsourcing their IT and network functions. New revenue is generated by developing and launching new services and bringing customised service packages into the market. These changes increase the role of OSS in the operations of service providers. The growth in OSS market is estimated to have decelerated especially in Europe during In other regions, the market still developed quite favourably. Consolidation between the OSS providers has increased the supply of broader product portfolios. In the market, many competitors are still offering only point solutions. However, there is a growing demand among telecom operators for operations-enhancing software that promotes the innovation of new services and accelerates their time-to-market. During the year, Comptel strengthened its position as a leading provider of fulfillment solutions by acquiring Axiom Systems (Axiom), a UK-based software product company. The acquisition gives Comptel new opportunities to capitalise operators growing investments in new IP-based services, like VoIP and IPTV. Axiom is focused on broadband market and has a good market position in Europe as well as key customers in Asia-Pacific. Axiom was integrated to Comptel Group during the year under review. In 2008, Comptel invested especially in the development of its regional organisation close to customers and continued to position its offering from point solutions towards dynamic end-to-end solutions. A customer service centre was established in Bulgaria in cooperation with a local IT service company and the product development resources were significantly increased in Malaysia. Net sales and profitability The net sales of Comptel Group were EUR 84.8 million in 2008 (2007: 82.4, 2006: 80.4). Net sales grew by 3.0 per cent (2.4) compared to the previous year. The growth of net sales was smaller than expected due to a decreased order intake in Europe. The Group s operating profit was EUR 11.4 million (2007: 16.5, 2006: 11.2), representing 13.4 per cent (20.0) of the net sales. The operating profit excluding approximately EUR 1.1 million one-off items, mainly related to the integration of Axiom Systems, was EUR 12.5 million corresponding 14.7 per cent of the net sales. EUR 0.2 million of bad debts from trade receivables were recorded during the last quarter of the year (1.2). Net financial items were EUR 0.9 million negative (0.2 negative). The Group s profit before taxes was EUR 10.6 million (16.4), representing 12.5 per cent (19.9) of the net sales. Group net profit was EUR 6.6 million (10.9). Earnings per share for the financial period were EUR 0.06 (2007: 0.10, 2006: 0.05). The tax rate for the year was 37.5 per cent (33.8), which was impacted by a double taxation due to withholding taxes amounting to approximately EUR 1.5 million (1.1). Ministry of Finance notified 10 COMPTEL

13 that it had reached an agreement in its negotiations with Greece, Malaysia and Romania. With regard to these countries, Comptel booked a tax receivable amounting to EUR 0.7 million for the years Comptel expects to receive the tax refund within a short period of time. With regard to other countries, the application submitted by Comptel to prevent double taxation is still pending with the Ministry of Finance. The company believes the treatment of its withholding taxation will be changed. During the last quarter, tax expenses were reduced by the tax receivables booked for withholding taxes and a tax credit received by Axiom Systems based on its R&D investments. Return on equity was 12.8 per cent (2007: 21.9, 2006: 12.7). The Group s order backlog increased by 10.8 per cent from the previous year as a result of Axiom Systems and was EUR 38.8 million at the end of the period under review (2007: 35.1, 2006: 29.5). Key figures, per share data and the definition of key figures are presented in more detail in notes to the financial statements. Business areas Comptel s principal business segments are the four geographical market areas: Europe, the Middle East and Africa, Asia- Pacific, and the Americas. The operating profit of the segments includes the cost of sales and customer services. Group R&D and general costs are not allocated to the segments. In 2008, Comptel sold a total of 21 (28) new core licenses of which eight were Comptel Provisioning and Activation Solutions, eight Comptel Mediation and Charging Solutions, two Comptel Interconnect Billing Solutions, one Comptel Fulfillment Solution, one Comptel Inventory Solution, and one Comptel Service Repository Solution. Europe was clearly the most significant market area. Net sales in the area totalled EUR 40.8 million (48.5). Net sales decreased as a result of a decelerating market and a lower demand of the customer specific solutions offered in Finland and Norway during the second half of the year. The Group s operating profit for European business was EUR 20.9 million (28.3), which is 51.3 per cent of the European net sales (58.3). The profitability was weakened by decreased net sales and the consolidation of Axiom Systems. In 2008 Comptel sold nine core licenses to its European customers. Some of the most significant European customers in 2008 were Elisa and Telenor, operators belonging to the Telefónica O2, T-Mobile, Vodafone and Wind groups, and Base, Cosmote, KPN, TDC and Vimpelcom. The net sales of the Middle East and Africa grew by 56.1 per cent compared to the previous year. Net sales from the area were EUR 15.3 million (9.8). The Group s operating profit from operations in the area totalled EUR 8.9 million (5.7), which is 58.6 per cent of the segment s net sales (58.4). In 2008 Comptel sold three core licenses to its customers in the Middle East and Africa. Some of the biggest operators in the Middle East are Comptel s customers. In 2008, among the most significant customers in the Middle East and Africa were operators belonging to the Orascom, Q-Tel and Zain groups, Saudi Telecom and Telenor Pakistan. The net sales of Asia-Pacific area grew by 23.6 per cent compared to previous year. Net sales from the area were EUR 20.9 million (16.9). The Group s operating profit from the Asia-Pacific business was Return on equity % Geographical net sales breakdown EUR million Europe Middle East and Africa Asia-Pacific Americas Del dolorum To delirium Americas Asia-Pasific Middle East Europe COMPTEL 11

14 Net sales breakdown by sales channel EUR million Direct sales Partner sales Development of R&D expenditure EUR million / % net sales Partner sales Direct sales EUR 9.3 million (9.5), which is 44.8 per cent of the segment s net sales (56.5). Comptel sold eight core licenses to Asia-Pacific customers in The most significant customers in Asia-Pacific were Bharti and Idea in India, Vodafone and IBM in India and Australia, AIS and DTAC in Thailand, Indosat in Indonesia, FET in Taiwan. The net sales from the Americas increased by 9.5 per cent compared to the previous year. Net sales from the area were EUR 7.9 million (7.2). The Group s operating profit from the American business was EUR 4.2 million (3.9), which is 53.1 per cent of the segment s net sales (54.1). Comptel sold one core license to its American customers in The most significant customers in the Americas were operators belonging to the América Móvil and Telefónica groups, and Axtel, Brasil Telecom and T-Mobile. Comptel s net sales are comprised of selling software licenses and license Del dolorum upgrades, and secondly of the services and To delirium maintenance supporting its solutions. In 2008 license sales amounted to EUR 27.4 million (27.8) and service and maintenance sales to EUR 57.5 million (54.6). Comptel sells and delivers its products and solutions both directly through its own sales organisation and through its partners. The most significant partners are system integrators such as Accenture, IBM, Logica, Tech Mahindra and Wipro and network equipment vendors like Alcatel-Lucent, Huawei, Juniper and Cisco. In addition to its global partners, Comptel cooperates with a number of local partners that are significant in their own market areas, such as T-Systems in Germany. In 2008 the net sales through partners and resellers were EUR 24.5 million (21.8) and from direct sales EUR 60.4 million (60.6). Investments Comptel Corporation acquired Axiom Systems for GBP 7.0 million (EUR 8.9 million) on 21 April The acquisition was financed through Comptel Corporation s liquid assets and by raising a debt. In accordance with the agreement, no additional purchase price will be paid since the net sales of Axiom Systems were below EUR 13.5 million in At the time of acquisition Axiom had 87 employees. Axiom is focused on fulfillment solutions in broadband market and has a good market position in Europe as well as key customers in Asia-Pacific. The acquisition strengthened Comptel s position as a leading provider of fulfillment solutions for broadband, mobile and next generation IP networks. Excluding the acquisition, the gross investments in tangible and intangible assets were EUR 1.5 million (1.9) in 2008 and comprised of investments in devices, software and furnishing. The investments were funded through cash flow from operations. Research and development Comptel s direct R&D expenditures and investments were EUR 14.0 million (10.3). This corresponds to 16.5 per cent (12.5) of the Group s net sales. The increase in the direct R&D expenditure and investments was due to the effect of the Axiom acquisition and further investments in product development in Kuala Lumpur, Malaysia. Capitalization of R&D expenditure, according to IAS 38, amounted to EUR 4.6 million (2.9) in To meet the requirements of IAS 38, Comptel has modified its accounting principles for the capitalisation of development costs and of costs related to internal projects. A share of the fixed costs defined separately, is included in the cost of development and 12 COMPTEL

15 internal projects to which they are related. In the review period, these costs amounted to EUR 0.5 million. The change has a positive impact on the operating profit. Comptel s R&D expenditure and investments were mainly targeted to develop new dynamic end-to-end solutions, which shorten time-to-market for new services and enable service providers to charge for them. Comptel continued the development of all of its main products to further improve competitiveness and to offer new features and functionality. A new solution platform was launched for mediation and charging solutions, enabling online and real-time management as well as mediation and charging for both prepaid and postpaid services. Solutions for rating, roaming management and interconnection billing were developed on top of the platform. In fulfillment, the focus was on developing solutions which support building and managing operator s service packages. The acquisition of Axiom strengthened Comptel s expertise and complemented its offering for the management of IP services. The integration of Axiom and Comptel products and solutions proceeded according to plans. Comptel filed eight (two) new patent applications in 2008, as well as extended nine previously filed patent applications. During the year Comptel was granted two patents, which were connected with real-time mediation of usage data and charging of subscribers in an online mediation environment. The company has applied for patents to protect all of its main products and solutions, and had 70 (58) pending patent applications at the end of The Comptel trademark is a registered trademark of Comptel Corporation in several countries. Financial position The balance sheet total on 31 December 2008 was EUR 83.0 million (73.6), of which liquid assets amounted to EUR 6.1 million (14.7). Liquid assets were reduced by the acquisition of Axiom Systems and the investments in product development. The operating cash flow was EUR 7.9 million (12.8), the paid dividends were EUR 6.4 million (5.4) and the net investments were EUR 15.3 million (4.9) in January December. The operating cash flow was decreased by a lower operational profitability and a decelerating turnover of trade receivables. Trade receivables at the end of the period were EUR 27.6 million (27.1). Accrued income was EUR 9.2 million (8.6). Deferred income related to partial debiting was EUR 1.8 million (2.7). The Group had EUR 5.1 million of interest-bearing debt at the date of the financial statements (0.0). Comptel has in force a revolving credit facility of EUR 15.0 million maturing in the year 2013, of which EUR 10.0 million is still to be withdrawn. Equity ratio was 67.4 per cent (77.6) and the gearing ratio was 2.1 negative (28.2 negative). Company structure At the end of 2008 the Comptel Group comprised of the parent company Comptel Corporation and the fully owned subsidiaries Comptel Passage Oy, Comptel Communications Oy, Comptel Communications Inc., Comptel Communications Sdn Bhd, Comptel Communications Brasil Ltda, Comptel Communications AS and Comptel Ltd. In addition the Group included the fully owned subsidiary Axiom Systems Holdings Ltd. and its fully owned subsidiaries Axiom Systems Ltd., Viewgate Networks Limited and Axiom Systems OSS (Asia-Pacific) Pte. The Group Balance sheet EUR million Operating cash flow EUR million Del dolorum To delirium Del dolorum To delirium COMPTEL 13

16 Equity ratio % Number of employees at year end Del dolorum To delirium also included an Irish associated company Tango Telecom Ltd. (share of ownership 20.0 per cent). Comptel Group has registered representative and branch offices in Australia, China, Germany, India, Italy, Russia, and in the United Arab Emirates. Personnel At the beginning of the year Comptel had 554 employees, and at the end of the year 653. The number of employees rose by 17.9 per cent in The Group employed an average of 606 persons in 2008 (2007: 555, 2006: 561). Of the Group personnel, 73.0 per cent (80.0) were located in Europe, 2.9 per cent (2.7) in the Middle East and Africa, 3.5 per cent (3.6) in the Americas and 20.5 per cent (13.7) in the Asia-Pacific area at the end of Of the Group personnel, 39.1 per cent (44.6) worked in customer services, 32.0 per cent (31.8) in research, product development and product management, 20.7 per cent (15.0) in sales and marketing and 8.3 per cent (8.7) in administration and internal support services at the end of At the end of 2008 the Group had 641 (543) regular workers and 12 (11) nonpermanent employees. Of the employees, 619 (513) were full-time and 34 (41) part-time. Average personnel turnover in 2008 was 15.9 per cent (12.3 per cent). The average years of service was 6.0 (6.7). The average age of the employees at the end of the year was 38 years (38). At the end of the year 73 per cent (71) of the employees were men and 27 per cent (29) women. Salaries and commissions totalled EUR 32.0 million in 2008 (2007: 27.6, 2006: 29.7). Del dolorum To delirium Salaries and compensations paid to the management are described in attachment 30 Related party transactions of the financial statements. An average of EUR 1,035 per person was spent on training (1,188). The number of training days per person was 6.6 (5.9). Of the personnel, 61 per cent had a university degree, 20 per cent had a polytechnic diploma, 9 per cent a vocational college diploma and 10 per cent other education. In 2008 the amount of sick leave from active working hours was 2.3 per cent (2.4). Comptel s equality plan was dealt with by the labour protection committee in 2005, and it is observed throughout the whole Group. Corporate governance The Annual General Meeting held on 19 March 2008 appointed five members to the Board of Directors. Re-elected were Mr. Timo Kotilainen, Mr. Juhani Lassila, Mr. Matti Mustaniemi, Mr. Olli Riikkala and Mr. Hannu Vaajoensuu. In its meeting held after the Annual General Meeting, the Board of Directors re-elected Mr. Olli Riikkala as Chairman and Mr. Hannu Vaajoensuu as Vice Chairman. Mr. Matti Mustaniemi acted as Chairman of the audit committee until 18 June 2008 and Mr. Juhani Lassila thereafter. Mr. Hannu Vaajoensuu is also a member of the audit committee. Mr. Olli Riikkala acts as Chairman of the compensation committee, whose members are Mr. Timo Kotilainen and Mr. Hannu Vaajoensuu. Comptel Group s Executive Board comprises the following persons in 2008: Mr. Sami Erviö, President and CEO; Mr. Markku Järvenpää, Senior Vice President, Global Operations Support; Mr. Harri Palviainen, Executive Vice President, North and East Europe, Middle East 14 COMPTEL

17 and Africa, Customer Specific Solutions, Deputy CEO; Ms. Niina Pesonen, Senior Vice President, Human Resources; Mr. Veli Matti Salmenkylä, CFO, Administration; Ms. Arnhild Schia, Senior Vice President, South and West Europe, Asia- Pacific, Americas; Mr. Simo Sääskilahti, Senior Vice President, Products and Solutions; and Mr. Gareth Senior, CTO, who was nominated as a member of Executive Board as of 21 April CFO of Comptel Corporation, Mr. Veli Matti Salmenkylä, gave his resignation on 15 December He will continue to be employed by Comptel during his notice period until 15 March Comptel started the recruitment of a new CFO immediately. Auditors Comptel s authorised public accountant was KPMG Oy Ab. Comptel s share and shareholders equity Comptel has one share type. Each share constitutes one (1) vote at the Annual General Meeting. The company s capital stock on 31 December 2008 was EUR 2,141, and the total number of votes was 107,054,810. The total exchange of Comptel s shares in 2008 was 30.5 million shares (57.5), which is 28.5 per cent (53.8) of the total number of shares. The closing price was EUR 0.69 (1.42). Comptel s market value at the end of the year was EUR 73.8 million (151.7). Comptel s shareholders by sector and size, the largest holders and the figures on shares traded and share quotations are presented in the section Shares and shareholders in the financial statements. Of the share options 2006C distributed during the year 2008, a total of 1,292,000 are held by the key personnel of Comptel Corporation. The current share subscription price for option 2006C is EUR 1.48, which corresponds to the trade volume weighted average quotation of the Comptel Corporation share on the Helsinki stock exchange during 1 April 30 April During the year, also a number of 210,000 share options 2006B were distributed. Of the share options 2006B, a total of 1,248,000 are held by the key personnel of Comptel Corporation. The current share subscription price for option 2006B is EUR 1.93, which corresponds to the trade volume weighted average quotation of the Comptel Corporation share on the Helsinki stock exchange during 1 April 30 April 2007 deducted by the dividend paid for the year Comptel Corporation s 2006A share options were listed on Helsinki stock exchange commencing from 3 November The trading code for the share options 2006A is CTL1VEW106 and ISIN code is FI The current share subscription price is EUR 1.73 which corresponds to the trade volume weighted average quotation of the Comptel share on the Helsinki stock exchange during 1 April 30 April 2006 deducted by the dividends paid. The share subscription period of all Comptel Corporation 2001 share options expired on 31 December During the subscription period no shares were subscribed. During the year 2008, Comptel Corporation disposed gratuitously 110,463 shares to persons involved in the 2007 share-based incentive program and 45,871 shares to the members of the Board of Directors as a part of their annual compensation. Members of the Board of Directors, the President and CEO, and the Deputy Personnel breakdown by functions % Customer service Sales and marketing Research, development and product management Administration and internal service Shareholders equity EUR million Del dolorum To delirium COMPTEL 15

18 CEO owned a total of 0.2 per cent of the company s shares and votes and 5.7 per cent of the company s share options at the end of the period under review. A total of 240,000 shares can be subscribed with the above options. A total of 4,200,000 Comptel Corporation shares can be subscribed with the company s outstanding share options. The company held 92,654 of its own shares at the end of the period under review, which is 0.09 per cent of the total number of its shares. The total counterbook value of the shares held by the company was EUR 1,853. Business risks Comptel s business risks are regularly estimated as part of the annual operative planning and strategy process, of the process of preparing and deciding on commercial offers and agreements and investments and other resource allocations, and of other operative actions. Strategic risks are considered the most significant. Strategic risks are further divided into market risks and risks related to Comptel s business strategy. Below is a description of the most important factors outside the Group or generated by its operation, which may be of significance to Comptel s business, operating result and share price in the future. The rapid weakening of world economy and credit facility combined with an exceptional fluctuation in exchange rates has led to a strong decrease of demand in many industries. The growth has decelerated also in the Operations Support Systems market especially in Europe. In other regions, any strong decelerating of the markets has not been perceived yet. Comptel develops dynamic end-toend solutions for leading operators in the telecom field globally. This requires Comptel to understand correctly the trends taking place in its business environment and the needs of its customers and resellers. Failure to identify market conditions, address customers needs and develop its products in a timely way may significantly undermine the growth and profitability of Comptel s business. Comptel s moderate expectations for net sales are based on a decelerating growth in the OSS market. The company s net sales and, thereby, profitability may be gravely damaged if the market diminish against to the company s expectations. Comptel renewed its organisation in January The company s global success is based on skilled personnel and a responsive customer-oriented organisation. Due to a weakened profitability the company has to reduce costs in Europe simultaneously when implementing the new organisation. The organisational change may have a harmful effect on Comptel s business and especially on its profitability. The success requires skilful change management, retaining competent employees and developing their skills further. Competition in the OSS market is keen. The sector is undergoing consolidation between actors, which is reflected in the duration and pricing of agreements. If Comptel does not manage to adapt its operations and address the changes taking place in its competition environment, the market development may greatly impair the company s business and operating result. The Middle East, Africa and Asia are increasingly important market areas for Comptel. The company is operating in several countries where the political and social situation is unstable. Deterioration of the situation in these areas may hinder Comptel s business and undermine its profitability. The value of a single delivery project can well be several million euros. Thus a single delivery project or customer may involve a significant risk. Comptel operates globally so it is exposed to risks arising from different currency positions. Exchange rate changes between the euro, which is the company s reporting currency, and the US dollar, UK pound sterling and Norwegian krone affect the company s net sales, expenses and net profit. The application submitted by Comptel to prevent double taxation is still pending with the Ministry of Finance. The company believes the treatment of its withholding taxation will be changed also concerning the countries where the issue is still unsolved. However, double taxation may have an impact on the company s earnings per share. The company s financial risks are described more in detail in attachment 26 of the financial statements. Subsequent events Comptel developed further its organisational structure in January 2009 by combining the European sales and customer service units and by establishing a unit concentrating on Alliances and Sales Devel opment and a unit for Strategic Marketing. The new organisation accomplishes the organisational change implemented in the beginning of 2008, which improved business management close to customers and combined the product units. Starting from the beginning of 2009, the Corporate Executives are Mr. Sami Erviö, President and CEO, the business area leaders Mr. Harri Palviainen (Europe), Mr. Youssef Kermoury (Middle East and Africa), Mr. Mika Korpinen (Asia-Pacific) and Mr. Ricardo Carreon (Americas), Mr. Minesh Patel responsible 16 COMPTEL

19 for Alliances and Sales Development, Ms. Arnhild Schia responsible for Strategic Marketing, Mr. Simo Sääskilahti responsible for Products and Solutions, Mr. Gareth Senior, CTO, Mr. Veli Matti Salmenkylä, CFO responsible for Administration, Ms. Niina Pesonen, responsible for Human Resources, and Mr. Markku Järvenpää responsible for Global Operations Support. In January February 2009, Comptel was engaged in personnel negotiations. As a result of these negotiations the company decided to make 45 people redundant on financial and production grounds. Comptel Corporation s subsidiaries in Norway and United Kingdom also took actions to downsize the amount of personnel under the local legal requirements and collective agreements. The annual cost reduction expected is EUR 2.3 million in Norway. In the United Kingdom, the actions taken will lead to annual cost savings of EUR 1.0 million. With these measures the Group will reach annual cost savings of approximately EUR 7 million out of which EUR 2 million are estimated to be realised in By reducing costs and renewing the organisation Comptel aims to ensure the Group s long-term profitability and competitiveness. In January 2009, the Board of Directors of Comptel Corporation approved a new share-based incentive plan for the key personnel of Comptel Group. The aim of the plan is to combine the objectives of the shareholders and the key personnel in order to increase the value of the company, to commit the key personnel to the company, and to offer them a competitive reward plan based on holding the company shares. Outlook for 2009 The worldwide economic situation has raised further uncertainty and weakened the visibility also in the global Operations Support Systems markets. In 2009, the markets are expected to remain at the previous year level or to decline slightly in Europe. In other regions the markets are expected to remain at the previous year level or to grow slightly. The company s order backlog is at a higher level than in the previous year, mainly as a result of a strong stock of maintenance agreements. It is estimated that Comptel s net sales will remain at the previous year level or to decline slightly in Comptel s operating profit is estimated not to reach the previous year s level. In early 2009, the profitability will remain especially low due to the one-off items related to personnel reductions. The impact of these measures will follow only later. Board of Directors proposal for the disposal of profits The Group parent company s distributable equity on 31 December 2008 was EUR 35,326, (37,474,272.96). The Board of Directors proposes to the General Meeting that a dividend of EUR 0.04 (0.06) per share be paid, totalling EUR 4,278, (6,408,868.14). Helsinki, 11 February 2009 Olli Riikkala Timo Kotilainen Juhani Lassila Matti Mustaniemi Hannu Vaajoensuu Sami Erviö President and CEO COMPTEL 17

20 Consolidated Income Statement EUR 1,000 Notes 1 Jan 31 Dec Jan 31 Dec 2007 Net sales 2 84,849 82,399 Other operating income Materials and services 6-6,906-7,973 Employee benefits 7-38,930-33,989 Depreciation, amortisation and impairment charges 8-4,881-4,340 Other operating expenses 9-22,830-19,635-73,547-65,938 Operating profit 11,383 16,518 Financial income 11 1, Financial expenses 11-2,913-1,169 Share of result of associated companies Profit before income taxes 10,597 16,396 Income taxes 12-3,972-5,542 Profit for the period 6,625 10,854 Attributable to: Equity holders of the parent company 6,625 10,848 Minority interests 0 6 Earnings per share: 13 Basic earnings per share, EUR Diluted earnings per share, EUR COMPTEL Financial Statements